Terms & Conditions
1. Overview
These Terms & Conditions govern the provision of sourcing and procurement services by [Your Business Name] (“we”, “us”, “our”) to the client (“Client”).
By engaging our services, the Client agrees to these Terms.
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2. Scope of Services
We provide sourcing and procurement coordination services, which may include:
• Supplier research and shortlisting
• Quote comparison and negotiation
• Sample coordination
• Production oversight
• Third-party inspection coordination
• Freight and logistics coordination
We act solely as a sourcing intermediary and do not manufacture, own, or sell the goods unless expressly agreed in writing.
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3. Commission & Fees
Our fees are structured as either:
• A commission percentage of the total order value (typically 7–10%), or
• A fixed project fee, as agreed in writing.
Commission is calculated on the total factory invoice value unless otherwise stated.
All fees are payable according to agreed payment terms and are non-refundable once services have commenced.
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4. Payment Terms
Unless otherwise agreed:
• 30% deposit is payable prior to production.
• 70% balance is payable after inspection and prior to shipment.
We are not responsible for production delays resulting from late payment.
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5. Supplier Responsibility
While we take reasonable steps to vet suppliers, the Client acknowledges:
• Final purchasing decisions are made by the Client.
• We do not guarantee supplier performance.
• We are not liable for manufacturing defects, delays, or supplier insolvency.
Our role is advisory and coordinative.
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6. Product Compliance
The Client is responsible for ensuring that products comply with:
• Australian laws and regulations
• Safety standards
• Labelling requirements
• Import restrictions
We may provide guidance but do not accept legal responsibility for compliance.
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7. Freight & Logistics
Freight arrangements are subject to agreed Incoterms (e.g., EXW, FOB, CIF).
Risk transfers according to the agreed Incoterm.
We are not liable for:
• Shipping delays
• Customs holds
• Port congestion
• Damage in transit
• Demurrage or storage charges
Freight contracts are between the Client and the freight forwarder unless otherwise agreed.
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8. Quality & Inspection
Where inspections are arranged:
• Inspections reduce risk but do not eliminate it.
• Minor variations in colour, finish, or packaging may occur.
• Inspection reports reflect conditions at time of inspection only.
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9. Intellectual Property
All intellectual property provided by the Client remains the property of the Client.
The Client is responsible for ensuring they have rights to manufacture the product.
We are not liable for IP infringement arising from the Client’s product specifications.
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10. Limitation of Liability
To the maximum extent permitted by law:
• Our liability is limited to the value of fees paid for the specific project.
• We are not liable for indirect, incidental, or consequential losses.
• We are not responsible for loss of profit, business interruption, or reputational damage.
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11. Force Majeure
We are not liable for failure or delay due to events beyond our reasonable control, including:
• Government restrictions
• Trade disputes
• Natural disasters
• Shipping disruptions
• Global supply chain interruptions
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12. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive business information shared during the project.
Non-disclosure agreements may be executed separately if required.
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13. Termination
Either party may terminate services in writing.
Any work completed and costs incurred up to termination remain payable.
Deposits are non-refundable once supplier engagement has commenced.
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14. Governing Law
These Terms are governed by the laws of Queensland, Australia.